Cap Gemini - Registration Document 2016

CORPORATE GOVERNANCE AND INTERNAL CONTROL

2.2 Organization and activities of the Board of Directors

Officer and the long-term compensation of employees 5. compensation of the Chairman and Chief Executive in February 2016, the setting of his compensation for 2015 and ◗ the assessment of the attainment of 2015 variable compensation objectives and the setting of his fixed compensation and objectives for 2016 (executive session during the Board meeting of February 17, 2016); in December 2016, an initial assessment of the attainment of his ◗ 2016 objectives with a view to the setting of his 2016 variable of 2016 with the assistance of an external service provider, under the responsibility of the Lead Independent Director. In accordance with the three-year frequency recommended by the AFEP-MEDEF Code, a formal assessment of the activities of the Board of Directors and its committees was performed at the end An external assessment of the activities of the Board of Directors and its committees has already been performed four times, in 2005, 2008, 2011 and 2013. Moreover, an internal review was conducted in both 2015 and 2014 by the Lead Independent Director. 2015 assessment: conclusions and actions implemented in 2016 The Lead Independent Director conducted a review of the activities of the Board of Directors and its committees in 2015 which was presented in detail in the Company’s 2015 Registration Document. Chairmen of the Committees, with the possibility to hold more sessions at the request of a director. Organize at least two executive sessions a year, to be ❚ prepared by the Lead Independent Director and the Duties and activities of the Committees ◗ Improve the programming of Strategy & Investment ❚ Committee meetings and the coordination of the work of this committee with that of the Board. Improve the anticipation and risk monitoring activities by ❚ associating the Board of Directors and the Audit Committee. Identification of talent and preparation of succession plans ◗ managers. Organize meetings even more frequently with operating ❚ Briefings on succession plans, in particular for Group ❚ Executive Board members. Organization of Board of Directors’ meetings Hold one Board meeting every six months outside France. ❚ As a result of this assessment, the following changes were made in 2016 to the operation of the Board and its committees: two executive sessions were held and chaired by the Lead ◗ Independent Director during the year and discussed the compensation of the Chairman and Chief Executive Officer and the 2016 assessment of the activities of the Board of Directors and its committees; the Board’s annual strategy seminar was held outside France, at ◗ the Group’s innovation center in San Francisco; Assessment of the Board of Directors 2.2.3 The following priorities were identified: Executive Sessions ◗

compensation by the Board of Directors’ meeting of of December 7, 2016); February 15, 2017 (executive session during the Board meeting employees of IGATE group purchased on July 2015; exceptional grant on February 15, 2016 of free shares to certain ◗ the grant, on July 26, 2016, of performance shares to 1,175 managers of the Group, including Paul Hermelin.

Board meetings systematically included exchanges between ◗ operating managers and Board members, both during informal discussions and presentations on operating issues; a project was launched, with the assistance of an external ◗ consultant, to prepare succession plans for executive managers. The conclusions will be presented to the Board in the first half of 2017; the risk monitoring activities of the Board and the Audit ◗ Committee were reviewed with the assistance of an external consultant, leading to an overhaul of the Charter of the Audit Committee, renamed the Audit & Risk Committee and an amendment to the Charter of the Board of Directors in this respect. for 2017 2016 Assessment: conclusions and priorities The formal assessment of the Board and its committees conducted at the end of 2016 and covering the year in progress was performed by an external consultant under the responsibility of the Lead Independent Director, who guaranteed the confidentiality of opinions expressed, the objectivity of analyses and the consultant’s ability to freely express his recommendations. This review assessed changes in the activities of the Board compared with the last external assessment carried out in 2013. To ensure independence and avoid any conflict of interest, it was decided to appoint a firm that was not otherwise involved in the recruitment of directors on behalf of the Group. The assessment was therefore conducted by Mr. Jean-Philippe Saint-Geours, a partner with the firm Leaders Trust International, which conducted the assessments in 2011 and 2013, helping to put in context any recent changes or changes still required and facilitating open complete a detailed questionnaire validated beforehand by the Lead Independent Director. The answers provided were used to prepare “interview guidelines” for meetings held with each director to obtain, with complete anonymity, their comments and suggestions. For the purposes of the assessment, each director was asked to The questions focused on the activities of the Board of Directors and its committees and enabled a self-assessment of the effective contribution of each director. A similar exercise was performed dialogue with members of the Board of Directors and management. assessments of the effective contribution of each director. during the internal assessment of activities in 2015. The Lead Independent Director provided individual feedback on these

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Registration Document 2016 — Capgemini